General Terms and Conditions

The following are the General Terms and Conditions (GTCs) that apply to the delivery of services by ABC EXPAT ("the Company") to a Client. By using the Service, the Client will be deemed to have read, understood and accepted these GTCs.

1. Definitions

2. Type of Services offered

The Company offers a wide range of business support services to organizations that establish in East Africa. The Company area of expertise and scope of work includes Business, Immigration, Relocation and Incubator Services:

  1. Business: We help you registering an entity and ensuring administrative compliance. It includes incorporation services, obtaining licenses, registering with administrations, payroll and accounting support, etc. For more details please refer to the Schedule 1.
  2. Immigration: We help you get your immigration formalities and applications sorted out in a timely and professional manner for you, your family and your staff. It includes work permits, special passes, alien cards, dependent passes etc. For more details, please refer to the Schedule 1.
  3. Incubator: BIZWIZ, our incubator for foreign companies. We help you scale up your business by providing a favorable environment with access to the right Information, Network, Expertise and Office. For more details, please refer to the Schedule 2.
  4. Relocation: We help your expatriate staff to settle in comfortably. It include support and assistance with house search, vehicle search, school support, etc. For more details please refer to the Schedule 1.

3. Obligations of the Company

  1. The Company aligns its business practice on international service standards; and delivers its Services with reasonable skill and care. We identify your business needs to inform you well on the same; we warn you of the risks, constraints and limits that the Services envisaged may encounter; we offer guidance to help your choices and always advise you of the best solution.
  2. The Company shall not start a Service before reception in writing of the Purchasing Order, which shall set out the Services to be delivered by us and associated matters and which may vary these General Terms.
  3. We shall inform you of the member of the Engagement Team, who shall be working on your project. We may substitute any of the persons at any time for others of equal or similar skills but we shall inform you prior to making the changes. The Engagement Team will send a clear list of requirements and anticipated timeline for each Project and provide regular updates on the status of the applications.
  4. Any advice, opinion, statement of expectation, forecast or recommendation supplied by us shall not amount to any form of guarantee that we have determined or predicted future events or circumstances. Issuance of government permits and licenses is the sole discretion of the Government of Kenya. You shall be solely responsible for complying with the government laws and regulations; and initiating the renewal process of your permits upon expiry.
  5. We may acquire sensitive information concerning your business or affairs while delivering the Services (“Confidential Information”). We shall preserve the confidentiality of Confidential Information and we shall not disclose it beyond the Engagement Team unless permitted by you or by this clause, to the full extent of any obligations imposed on us by Kenya law. We shall be entitled to comply with any requirement of Kenya law, or any other regulatory body with powers over us, to disclose Confidential Information. Information relating to you, to our relationship with you, and to the Services, including Confidential Information, may be shared by us with government agencies or any other third parties in the ordinary course of business. This clause shall not apply where Confidential Information properly enters the public domain. This clause shall not prohibit our disclosure of Confidential Information, in confidence, to our professional indemnity insurers or advisers.
  6. We shall not be required to make use of or to disclose to you any information, whether known to us personally or our associates, which is confidential to another client.
  7. For the purposes of marketing or publicising or selling our services we may wish to disclose that we have performed work (including the Services) for you, in which event we may identify you by your name and we may indicate only the general nature or category of such work (or of the Services) and any details which have properly entered the public domain.
  8. In the course of offering our Services, the Company will come across and may process your Personal Data. including but not restricted to your name, surname, phone number and email address (“Personal Data”). For certain specific obligations, you may need to provide additional data, for example copy of passport or confidential information related to your business. We only collect Personal Data or Confidential Information that is necessary to inform you of our services, enter an agreement with you, provide you of our services and to be in contact with you regarding the provision of Services. We shall treat all your information in accordance with the legal obligations in connection with the processing and storing of Personal Data, under the Applicable Data Protection Laws.
  9. The company is GDPR compliant; and will implement internationally acceptable measures and procedures to secure and protect the Personal Data collected and undertake, as far as can reasonably be expected, to prevent any illegal processing or sharing of Personal Data and unintentional loss or destruction of your Personal Data. We shall at all at times comply with your requests to corrector delete your Personal data once the services have been rendered and as far as the law permits.

4. Obligation of the Client

  1. Where there is more than one of you, this clause applies to each of you separately and not collectively. Notwithstanding our duties and responsibilities in relation to the Services, you shall retain responsibility and accountability for managing your affairs, deciding on what to do after receiving any product of the Services, implementing any advice or recommendations provided by us, and realizing any benefits requiring activity by you.
  2. Once a Client confirms a Purchasing Order, the Client undertakes to make available all the necessary information and payments required for the provision of Service by the Company.
  3. The client undertakes not to interfere or undermine the Services rendered by us by engaging in any bribing or other illegal corrupt practices once the Company has taken over the project. The Company reserves the right to immediately terminate the agreement with you if there have been undisclosed illegal dealings geared towards obtaining undue influence or favors from the government agents or any other person the Company is engaged with in the course of providing the Services.
  4. The Client will appoint a Point of Contact to be the main liaison with the Company and to coordinate with the various Beneficiaries to channel any request from both the Client and the Beneficiaries and address them directly to the Engagement team. We may rely on any instructions, requests or information supplied, orally or in writing, by the Point of Contact. We may communicate with you by electronic mail on the basis that you accept the inherent risks. We may at your request send documents to an electronic address or storage facility hosted or controlled by you or at your direction, in which event you shall be responsible for security and confidentiality at such information.
  5. To enable us to perform the Services, you shall supply promptly all information and access to all documentation under your control required by us to provide you with the Services or make necessary disclosures to the Regulatory authorities as required by Law. You shall inform us any information or developments which may come to your notice and which might have a bearing on the Services.
  6. The Client agrees to pay the full amount for the services performed by the Company according to the payment terms agreed in the Purchasing Order without any right of set-off, on presentation of our invoice or at such other time as may be specified in the Purchasing Order. Sums outstanding after thirty (30) days of the invoice date will be liable to an interest charge of 3% per month, pro-rata temporis. You will also be liable to pay interest on any outstanding balances at the statutory rate from time to time in force (this rate applying after as well as before any court award or judgement in our favor in respect of outstanding balances).
  7. The Service fee payable to the Company becomes fully payable upon signature of the Purchasing Order. The applications that do not end in a positive outcome will be invoiced, exclusive of the government fees/ disbursements that were not paid.
  8. In case of cancellation of the Service by the Client, the service fee due to the Company will remain payable, unless the service is cancelled within 24 hours after the signature of the Purchasing Order and as long as no work or fee related to the Purchasing Order had been initiated by the Company.
  9. You shall not, directly or indirectly, solicit the employment of any of our employees or agents, involved in performing the Services, during performance or for a period of 12 months following their completion or following termination of the Services Contract, without our prior written consent. This prohibition shall not prevent you at any time from running recruitment advertising campaigns nor from offering employment to any of employees or agents who may respond to any such campaign.
  10. Services shall be supplied for your benefit and information only. Save as may be required by law or by a competent regulatory authority (in which case you shall, unless prohibited by law, inform us in advance), it shall not be copied, referred to or disclosed by you, in whole (save for your own internal purposes) or in part, without our prior written consent. You shall not quote our name or reproduce our logo in any form or medium without our prior written consent.

5. Conditions of Payment and Invoicing

  1. The Company will send a quote to the Client outlining the terms of the Services to be offered. The quotes shall be in Kenya Shillings (KES) or any other currency as requested by the Client, valid for 30 days from the date of quotation and payable in a currency agreeable between Client and the Company.
  2. The quote shall include the Service fee, the applicable taxes and any other government fees or disbursements necessary to render the Service.
  3. The quote shall exclude extra Services such as costs of translations, certifications, affidavits or any other extra procedure that may be required by the Client. Such extra Services will be billed separately on a need basis.
  4. Where fees are paid in foreign currency, the Company shall apply a preferential rate to take into account currency fluctuation risk. The bank charges for international transfers and for currency exchange costs shall be borne by the Client.
  5. All invoices from the Company to the Client must be fully settled within thirty (30) days of the date of the invoice or as agreed by the Parties in the Purchasing Order. All sums payable shall be due in full without any discount, deduction or set-off upon receipt of the final invoice.
  6. For work permit applications; the Client will be requested to make an advance of the government issuance fees within 30 days after reception of the Purchasing Order. Failure to do so, the application approval process will be put on hold at the Company’s discretion. The advance amount of is refundable in full in event of rejection of the application. In that case, the Client can apply for a refund which will be honored within 30 working days.
  7. For clients whose business is not registered in Kenya; they shall be required to make an advance payment of 50% of the Service fee upon issuing the Purchasing Order. The Services will only be processed once the payment is received.
  8. For Immigration and Business Set up Services; the Company will only invoice the Client once the applications have been approved by the relevant administrations. Where there are delays from the Government authorities with issuance of or endorsement of the final document(s), the Company will send the invoice while following-up to ensure the service is being finalized as quickly as possible.
  9. If the Services Contract is terminated or suspended before completion for any reasons, we shall be entitled to payment for outlays incurred and to payment of fees for Services performed, plus VAT thereon (where appropriate). Our fees shall in this event be prorated based on the percentage of work performed at the time of termination or suspension.
  10. The approval or rejection of an application remains the exclusive prerogative of the local administration. The Company has the obligation to make best efforts to obtain administrative authorization within communicated timelines for the Client. In the unlikely event of administrative denial, the applications that do not end in a positive outcome will be invoiced.
  11. The Company reserves the right to revise the pricing indicated in Annex 1 on an annual basis. The Company shall inform the Client of any changes before offering the Service.
  12. The Company shall retain ownership of the copyright and all other intellectual property rights in the product of the Services, whether oral or tangible, and ownership of our working papers. You shall acquire ownership of any product of the Services in its tangible form on payment of our Charges. For the purposes of delivering Services to you or other clients, the Company shall be entitled to use, develop or share with each other knowledge, experience and skills of general application gained through performing the Services.

6. Anti-bribery and zero tolerance to corruption

  1. The Company is committed to conducting business in an ethical and honest manner and is committed to implementing and enforcing systems that ensure bribery is prevented. The Company has zero tolerance for bribery and corrupt activities. We are committed to acting professionally, fairly and with integrity in all business dealings and relationships with the Government.
  2. The Company shall constantly uphold all laws including local laws relating to anti-bribery and corruption in all the jurisdictions in which it operates.
  3. The Company shall not pay any facilitation fees to Government Officials in order to secure or speed up a routine governmental action. Facilitation payments and kickbacks are a form of bribery which will not be made or accepted by the Company.

7. Conflict of Interest

  1. The Company may be approached to deliver Services to, another party or parties who has or have business interests which compete or conflict with yours (a "Conflicting Party" or "Conflicting Parties").
  2. The Company shall remain free to deliver Services to Conflicting Parties, except that where the interests of the Conflicting Party conflict with yours specifically and directly in relation to the subject matter of the Services: The Engagement Team shall not deliver Services to the Conflicting Party; and Other ABC EXPAT Persons may only deliver Services to the Conflicting Party where appropriate Barriers are put in place. The effective operation of such Barriers shall constitute sufficient steps to avoid any real risk of a breach of our duty of confidence to you.
  3. We seek to identify Conflicting Parties in the circumstances set out in clause7(a) If you know or become aware that your engagement team is advising or proposing to advise such a Conflicting Party, you shall inform us promptly.
  4. Where a party has engaged us to deliver Services before you have done so and subsequently circumstances change, we may consider that, even with Barriers operating, your interests are likely to be prejudiced and we may not be satisfied that the situation can be managed. In that event we may have to terminate the Services Contract and we shall be entitled to do so on notice taking effect immediately on delivery but we shall consult you before we take that step.

8. Limitation of Liability

Our liability in connection with the Services Contract and the Services shall be limited in accordance with this clause.

  1. The Company shall not be liable for any loss suffered by the client as a result of, arising from or in connection with the Services provided unless in clear cases of negligence, fraud or professional negligence as may be established by a competent court of law.
  2. Any claim from You or Beneficiaries in respect of loss or damage suffered as a result of, arising from or in connection with the Services Contract, whether in contract or tort or under statute or otherwise, must be made within 3 years of the date of the activity giving rise to the claim.

9. Circumstances beyond your or our control

Neither we nor you shall be in breach of our contractual obligations or incur any liability to the other if we or you are unable to comply with the Services Contract as a result of any cause beyond our or your reasonable control. Circumstances beyond your control do not include financial difficulties, economic hardships or inability to pay for the Service requested. It means factors unforeseeable and which renders the performance of the contract impractical. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Services Contract on notice taking effect immediately on delivery.

10. Third party rights

No third party who is not a signatory to the Service Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of the Services Contract. We and you may rescind or vary the Services Contract without anyone else’s consent. Other Beneficiaries (if any) shall acquire rights under the Services Contract through signature by the addressee of the Purchasing Order on their behalf.

11. Waiver, assignment and sub-contractors

  1. Failure to exercise or enforce any rights shall not amount to a waiver of such rights.
  2. No-one shall have the right to assign the benefit (or transfer the burden) of the Services Contract to another party.
  3. The Company shall have the right to appoint sub-contractors to assist us in delivering the Services but where any such sub-contractors are not Company employees, the Company shall take full responsibility for the delivery of the Service. Where we appoint sub-contractors under this clause, we may share Confidential Information with them and for all purposes in connection with the Services Contract we shall accept responsibility for their activities which shall form part of the Services.

12. Third party rights

No-one shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of the Services Contract. We and you may rescind or vary the Services Contract without anyone else’s consent. Other Beneficiaries (if any) shall acquire rights under the Services Contract through signature by the addressee of the Purchasing Order on their behalf.

13. Third Parties obligation

If you breach any of your obligations under the Services Contract and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results from or arises from or is connected with any such breach and any such claim. If any payment is made by you under this clause you shall not seek recovery of that payment from us at any time. In this clause "us" shall include all Company Persons and "You" shall include Other Beneficiaries.

14. The Services Contract

The Services Contract sets out the entire agreement and understanding between you and us in connection with the Services. Without affecting the Company’s responsibilities for other services, it is engaged to perform on terms agreed separately in writing, the Services Contract supersedes and relieves you and the Company from liability (if any) that might otherwise arise for any prior agreements, understandings, arrangements, statements or representations (unless made fraudulently) as to any facts or matters relating to you or the Company or the Services. Any modifications or variations to the Services Contract must be in writing and signed by each of us. If there is any inconsistency between the Purchasing Order and any other elements of the Services Contract, the Purchasing Order shall prevail. If there is any inconsistency between these General Terms and Additional Terms that may apply, the Additional Terms shall prevail.

15. Termination

  1. Either Party can terminate the Services Contract or suspend its operation by giving 30 days’ prior notice in writing to the other. Termination or suspension under this clause shall not affect any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.
  2. Any part of these General Terms which by its nature or implicitly or to give effect to its purpose is to continue in force after expiry or termination of the Services Contract shall survive, such as (for example) restrictions on use or confidentiality or terms protecting against liability.

16. Severability

Each clause or term of the Services Contract constitutes a separate and independent provision. If any provisions of the Services Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

17. Governing Law and Dispute resolution

  1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
  2. These General Terms and Conditions are available on our website www.abcexpat.com and are binding on the Client.
  3. Kindly address any positive feedback, queries or complaints to the ABC Expat customer care team via telephone number or on email at contact@abcexpat.com
  4. Any dispute that is not resolved amicably between the Parties within 30 days of negotiations shall be submitted to a Kenyan court of a competent jurisdiction.
  5. Without prejudice any other remedies available to the Company in law, the Company reserves the right to retain any property belonging to the Client and or pursue any other remedies to enforce any liability of the Client in order to recover any payments owing to the Company under this Agreement.